The Directors of the Company take great pleasure in presenting the Twenty First Annual Report on the business and operations of your Company and the Audited standalone and consolidated financial statements for the financial year ended March 31, 2016.

FINANCIAL HIGHLIGHTS

Our Company''s financial performance for the year under review is summarized below:_

Particulars

Consolidated(Rs. in Lacs)

Standalone (Rs. in Lacs)

2015-16

2014-15

2015-16

2014-15

Total Income

30,088.66

29,625.73

1,773.97

3,143.50

Less: Expenditure & Depreciation

29,917.38

28,951.02

1,713.50

2,812.29

Profit/ (Loss) before Tax (PBT)

171.28

674.71

60.47

331.21

Less: Tax

57.67

200.29

(6.03)

26.30

Profit/ (Loss) After Tax (PAT)

113.61

474.42

66.50

304.90

Profit/ Loss (After Minority Interest)

9.59

289.55

-

-

Paid-up Equity Share Capital

1,720.71

1,720.71

2,290.74

2,290.74

Reserves and Surplus

2,961.57

2,481.94

509.84

443.33

Earning Per Share (in Rs.)

0.66

3.41

0.29

1.43

REVIEW OF OPERATIONS

The consolidated total income increased from Rs. 29,625.73 Lacs to Rs. 30,088.66 Lacs, an increase of 1.56% over the previous financial year. The consolidated Net Profit after Tax decreased from Rs. 474.42 Lacs to Rs. 113.61 Lacs, a decline of 76.05% over the previous financial year. The Consolidate earning per share decreased to Rs. 0.66 from Rs. 3.41.

The standalone total income decreased from Rs. 3143.50 Lacs to Rs. 1773.97 Lacs, a decrease of 43.57% over the previous financial year. The standalone Profit after Tax decreased from Rs. 304.90 Lacs to Rs. 66.50 Lacs. Earnings per share decreased from Rs. 1.43 to Rs. 0.29.

The Company has transferred Rs. 13.35 Lacs to Statutory Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 during Financial Year 2015-16.

UNIFORM LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2, 2015 has notified new Listing norms called as Securities Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 effective from December 1, 2015. These regulations are applicable to all the Listed Entities.

Pursuant to applicability of this regulations, Listed Entities were required to execute a new Listing Agreement called as Uniform Listing Agreement with the BSE Limited, on which the shares of the Company are listed within 6 (six) months from the date of its notification. The Company executed the Uniform Listing Agreement on February 29, 2016 with BSE Limited.

PEFORMANCE OF SUBSIDARIES AND ASSOCIATE COMPANIES

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with section 129(3) of the Act and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Company has prepared consolidated financial statements of the Company, all its Subsidiary Companies and Associate Companies, which forms part of this Annual Report.

Total revenue for the financial year 2015-16 is Rs. 28,304.74 Lacs as compared to Rs. 26,713.51 for the financial year 2014-15. There was an increase of 5.96 % over previous financial year. Adjusted Profit after tax* decreased from Rs. 125.77 Lacs to Rs. 105.60 Lacs in 2016, a decrease of 19.10% over the previous financial year.

*Adjusted profit after Tax is profit after sale of Investment by Vibrant Global Trading Private Limited under Initial Public Offering of the Company in 2014.

Vibrant Global Infraproject Private Limited (Subsidiary Company)

Total revenue for the financial year 2015-16 is Rs. 11.16 Lacs as compared to Rs. 4.00 Lacs for the financial year 2014

15. There was an increase of Rs. 7.16 Lacs over the previous financial year. Profit after tax increased from Rs. 1.29 Lacs in 2015 to Rs. 7.28 Lacs in 2016, an increase of 464.77% over previous financial year.

Vibrant Global Salt Private Limited (Associate Company)

Total revenue for the financial year 2015-16 is Rs. 5,216.45 Lacs as compared to Rs. 4,980.90 Lacs for the financial year 2014-15. There was an increase of 4.73% over the previous financial year. Profit after tax decreased from Rs.65.67 Lacs in 2015 to Rs. (284.73) Lacs in 2016 because of instability of new operations due to expansion of capacity from 1,20,000 MT p.a. to 3,00,000 MT p.a.

Vibrant Global Vidyut Private Limited (Associate Company)

There are no revenues for the financial year 2015-16 and 2014-15. Losses are by virtue of operational expenses amounting to Rs. 8.45 Lacs in the financial year 2015-16 as compared to Rs. 10.21 Lacs in financial year 2014-15.

DIVIDEND

The Board thinks that the profits should be retained for the expansion of the Company, which is in pipeline for more growth and value addition to the company and forming a strong business base so that revenue flows from many channels and hence the Directors of your Company do not recommend any dividend for FY 2015-16.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there is no change in the nature of business activities of the company.

SHARE CAPITAL

During the year there was no change in the share capital of the Company. The outstanding, issued, subscribed and paid up capital of the Company was Rs. 2290.74 Lacs as on March 31, 2016.

DEPOSITS

The Company being Non-Deposit accepting NBFC registered with the Reserve Bank of India under Section 45-IA of the Reserve Bank of India Act, 1934, has not accepted deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF THE EMPLOYEES AND RELATED DISCLOSURES:

Information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 1 of the Directors'' Report.

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES AND SECURITIES

Particulars of loans given, investments made, guarantees given and securities provided are provided in the notes to the standalone financial statement.

RISK MANAGEMENT

The Company has implemented a Risk Management framework in order to anticipate, identify, measure, manage, mitigate, monitor and report the principal risks and uncertainties that can impact its ability to achieve its strategic business objectives. The Company has introduced several improvements to Risk Management and processes to drive a common integrated view of risks and optimal risk mitigation responses. This integration is enabled by alignment of Risk Management, Internal Audit, Legal and compliance methodologies and processes in order to maximize enterprise value of the Company and ensure high value creation for our stakeholder over a time. The details of the Risk Management with details of the principal risks and the plans to mitigate the same are given in the Risk Management section of the Management Discussion and Analysis Report which forms part of this Annual Report.

INTERNAL FINANCIAL CONTROLS

The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transaction are authorized, recorded and reported correctly. The Company has appointed M/s. S. A. Buchha & Co. as an Internal Auditors of the Company on May 30, 2015. He reports to the Chairman of the Audit Committee. The scope and functions of Internal Auditors are defined and reviewed by Audit Committee. During the year under review, the Internal Financial Controls were tested and no reportable material weakness in the design and operation were observed.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013 mandated the formulation of certain policies. All these policies are available on the website of the Company (www.vibrantglobalgroup.com). Key policies are mentioned as below along with its link at the website:

The Board places on record its appreciation for the contributions made by them during their tenure as Directors of the Company.

Appointment of Non Executive Independent Directors:

1. Mr. Anand Khetan was appointed as Non Executive Independent Director of the Company (2 November, 2015)

Appointment of Mr. Khetan is made for 2 (Two) Years (up to 1 November, 2017), subject to approval of Members of the Company at this Annual General Meeting.

2. Mr. Harsh Mehadia was re-appointed as Non Executive Independent Director of the Company (effective from 10 September, 2016)

Tenure of Mr. Mehadia will expire on September 9, 2016 and hence Board has approved re-appointment Mr. Mehadia as Non Executive Independent Director for another 5 (Five) Years (upto 9 September, 2021), subject to approval of Members of the Company at this Annual General Meeting.

3. Mrs. Khushboo Pasari was appointed as Non Executive Independent Director of the Company (22 August, 2016)

The Board approved appointment of Mrs. Khushboo Pasari as Non Executive Independent Director for 5 (Five) Years (up to 21 August, 2021), subject to approval of Members of the Company at this Annual General Meeting.

The Company has obtained declarations from Independent Directors stating that they meet the criteria of Independence as laid down under Section 149(6) of the Act.

RETIREMENT OF ROTATION

Mr. Vaibhav Garg retires by rotation and being eligible, has offered himself for re-appointment at the forthcoming AGM.

PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements), 2015, particulars of the Directors retiring by rotation and seeking appointment / reappointment at the ensuing Annual General Meeting is annexed to the notice convening 21st Annual General Meeting.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Familiarization Program for Independent Directors was not conducted during FY 2015-16, as there was no appointment of Independent Directors after provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 made applicable.

KEY MANAGERIAL PERSONNEL

The following persons are Key Managerial Personnel of the Company:

1. Mr. Vinod Garg, Chairman and Managing Director

2. Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer

3. Mr. Jalpesh Darji, Company Secretary and Compliance Officer

Appointment/ Designation of Key Managerial Personnel:

There was no appointment/ designation of Key Managerial Personnel during the year under review.

REMUNERATION TO MANAGING DIRECTOR AND WHOLE TIME DIRECTOR FROM SUBSIDARY COMPANIES

During the Financial Year 2015-16, Mr. Vinod Garg, Managing Director and Mr. Vaibhav Garg, Whole Time Director and Chief Financial Officer drew following remuneration from Subsidiaries:

This disclosure is made under Section 197(14) of the Act and rules made thereunder.

BOARD MEETINGS

During the year, 8 (Eight) Board Meetings were held on various dates. Gap between two meetings was within the period prescribed under the Act and rules made thereunder.

There was a separate meeting of Independent Directors.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration/ Compensation Committee and Stakeholders Relation Committee.

The Policy for Evaluation of Performance of the Board of Directors was formulated by Nomination & Remuneration/ Compensation Committee of the Board of Directors and same has been approved and adopted by the Board of Directors in their Meeting held on February 29, 2016.

Also, the Policy for Evaluation of Performance of the Board of Directors is uploaded on the website of the Company.

Mr. Anand Khetan, Chairman

Non Executive Independent Director

Mr. Harsh Mehadia, Member

Non Executive Independent Director

Mr. Vinod Garg, Member

Executive Director

Nomination and Remuneration/ Compensation Committee ("NRC")

Nomination and Remuneration/ Compensation Committee comprised of 3 Members of the Board.

Mr. Anand Khetan, Chairman

Non Executive Independent Director

Mr. Harsh Mehadia, Member

Non Executive Independent Director

Mrs. Khushboo Pasari, Member

Non Executive Independent Director

Stakeholders Relation Committee

Mr. Harsh Mehadia, Chairman

Non Executive Independent Director

Mr. Anand Khetan, Member

Non Executive Independent Director

Mr. Vinod Garg, Member

Executive Director

REMUNERATION POLICY

The Board, on the recommendation of the Nomination & Remuneration/ Compensation Committee framed a Remuneration Policy for Directors, Key Managerial Personnel and Senior Management. The Remuneration Policy is provided as Annexure 2.

RELATED PARTY TRANSACTIONS

All the contracts/ arrangements/ transactions that were entered into by the Company during the financial year with related parties were on an arm''s length basis and in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the provisions of the Act on materiality of related party transaction.

Details of Related Party Transactions are given in the note No. 36 to the Standalone Financial Statements.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements, as applicable to the Company, set out under SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

EXTRACT OF ANNUAL RETURN

Extract of Annual return in Form MGT - 9 forms part of this Annual Report and attached as Annexure 3.

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. N R & Associates, Practicing Company Secretaries, Nagpur, Maharashtra, to undertake the Secretarial Audit of the Company for the Financial Year 2015 16. The Secretarial Audit Report is annexed to this Report as Annexure 4.

STATUTORY AUDITORS AND AUDITORS'' REPORT

In accordance with provisions of Section 139(1) of the Companies Act, 2013, M/s. Gupta Sarda & Bagdia, Chartered Accountants, Nagpur, Maharashtra, has been re-appointed as Statutory Auditors of the Company for 2 (Two) years in 20th Annual General Meeting of the Company held on September 30, 2015 to hold office from conclusion of 20th Annual General Meeting until conclusion of 22nd Annual General Meeting.

In terms of Section 139(1) of the Companies Act, 2013, the appointment of Statutory Auditors shall be placed before the Members of the Company for ratification. Accordingly resolution seeking ratification of Members for continued appointment of M/s. Gupta Sarda & Bagdia as Statutory Auditors of the Company is at the Item No. 3 of the notice convening this Annual General Meeting.

The Company has received a letter of confirmation from M/s. Gupta Sarda & Bagdia, Chartered Accountants to the effect that their appointment, if made, will be within the limits of Section 141 of the Act.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

Management perceived no material changes, which have occurred subsequent to the close of the financial year and before the date of this report dated September 1, 2015 affecting financial, position of the Company in any substantial manner.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the financial year 2015-16:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees Stock Option Scheme as referred to in this Report.

3. Policy on Corporate Social Responsibility

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Act, Directors of your Company state and confirm that:

1. In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed and there are no material departures from the same;

2. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for year ended on that date;

3. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The Directors had prepared the annual accounts on a going concern basis; and

5. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

6. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENTS

The Directors wish to place on record their sincere appreciation for the support and co-operation extended by all Business Associates, Bankers, Stakeholders and Employees. The Company also expresses its gratitude to the Reserve Bank of India (RBI), BSE Limited and various Governmental departments and organizations for their help and co-operation. The Board appreciates and values the contributions made by every stakeholder associated with the Company and is confident that with their continued support, the Company will achieve its objectives and emerge stronger in the coming years.

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